Director Proxies
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DIRECTOR PROXIES

Nondelegable Duty. Board members cannot send someone else in their place to attend board meetings and vote. It does not matter whether they have a signed power of attorney or not. A director's duty to attend board meetings and vote on board issues is nondelegable, i.e., it cannot be delegated or assigned to others. The Corporations Code is quite clear on this point:
No director may vote at any meeting by proxy. (Corp. Code §7211(c).)
The reason for the prohibition is that sending a proxy to attend a board meeting is incompatible with the deliberative nature of board meetings and a director's fiduciary duty of due diligence. (Robert's Rules, 11th ed., pp. 428-429.) To vote, directors must attend board meetings. If a director is not present when a vote is called, the director cannot vote. However, directors can attend and vote electronically.

Membership Meetings. Proxies are for use by members at membership meetings (if so authorized by the governing documents; Corp. Code §7613(a)), not by directors at board meetings.

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